2016-11-10T13:22:27-06:00 2015-12-31 205325889 ACCUITY LLP 999 BISHOP STREET STE 1900 HONOLULU HI 96813 990 2015-01-01 990107971 HAWAII DENTAL SERVICE HAWA 8085211431 700 BISHOP STREET NO 700 HONOLULU HI 96813 MARK H YAMAKAWA PRESIDENT & CEO 8085211431 2016-11-08 1 KIM AT JONES P00940140 8085313400 2015 2017-02-10 21:41:12Z MARK H YAMAKAWA 700 BISHOP ST 700 HONOLULU HI 96813 262932571 0 X WWW.HAWAIIDENTALSERVICE.COM X 1962 HI PROMOTE AND ENCOURAGE THE BETTERMENT OF THE GENERAL MEDICAL AND DENTAL HEALTH OF THE PUBLIC (CONTINUED) FOR THE COMMON GOOD AND GENERAL WELFARE OF THE COMMUNITY. 15 6 110 0 0 0 0 0 199192901 208476367 7088875 9212539 -634294 -328986 205647482 217359920 4073267 9407108 169259033 177770806 9403185 9026636 0 0 0 8029122 7833795 190764607 204038345 14882875 13321575 196655246 207714620 30160888 31041039 166494358 176673581 X SEE SCHEDULE O. 0 0 194898138 9407108 204626370 HAWAII DENTAL SERVICE (HDS) OFFERS AND ADMINISTERS DENTAL CARE PROGRAMS TO SUBSCRIBER GROUPS AND INDIVIDUALS THROUGHOUT THE STATE OF HAWAII. THE TERMS OF THE AGREEMENTS GENERALLY PROVIDE THAT THE SUBSCRIBER GROUPS OR INDIVIDUALS PAY HDS A STIPULATED AMOUNT, INCLUDING AN ADMINISTRATIVE FEE, WHICH IS USED TO PAY FOR DENTAL BENEFITS AND EXPENSES OF ADMINISTERING THE DENTAL SERVICE CONTRACTS. IN ADDITION, HDS FUNDED $9,344,658 TO HDS FOUNDATION IN 2015 TO SUPPORT ORAL HEALTH INITIATIVES IN THE COMMUNITY AS WELL AS AN ADDITIONAL $62,450 IN GRANTS TO OTHER CHARITABLE ORGANIZATIONS. 2263246 3849998 MANAGING THE DENTAL BENEFITS OF ELIGIBLE BENEFICIARIES COVERED BY THE STATE OF HAWAII MEDICAID PROGRAM. 197161384 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1 1 1 0 0 0 0 0 1 1 1 0 1 3364 0 1 110 1 1 1 0 0 0 0 0 0 0 0 0 X 15 6 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X CHERYL TAKITANI-SMITH 8085211431 700 BISHOP STREET SUITE 700 HONOLULU HI 96813 MICHAEL J O'MALLEY CHAIR 1.00 1.00 X 0 0 0 JOHN BLACK DIRECTOR 1.00 X 0 0 0 PAUL CHANG DIRECTOR 1.00 1.00 X 0 0 0 SUZY HOLLINGER DIRECTOR 1.00 X 0 0 0 JOHN I KOTAKE DIRECTOR 1.00 1.00 X 0 0 0 PATSY NANBU DIRECTOR 1.00 X 0 0 0 CASEY Z TAMASHIRO DIRECTOR 1.00 1.00 X 0 0 0 TRAVIS UMEMOTO DIRECTOR 1.00 X 0 0 0 DAVID K TODANI DIRECTOR 1.00 X 0 0 0 M'LISS H MOORE DIRECTOR 1.00 X 0 0 0 MASON A SAVAGE DDS APPT 1214 DIRECTOR 1.00 X 0 0 0 CHARLES R SUGIYAMA DDS DIRECTOR 1.00 1.00 X 0 0 0 NORMAN S CHUN SECRETARY 1.00 X 0 0 0 JON YOSHINO TREASURER 1.00 X 0 0 0 SUSAN A LI VICE CHAIR 1.00 2.00 X 0 0 0 MARK H YAMAKAWA PRESIDENT & CEO 40.00 1.00 X 355528 0 76339 CHERYL TAKITANI-SMITH VP - FINANCIAL AFFAIRS 40.00 2.00 X 242532 0 83340 KATHY FAY VP - OPERATIONS 40.00 2.00 X 242966 0 132325 JIM JOHNSON DIR. OF CLAIMS & CUSTOMER SVC 40.00 X 156333 0 65946 TOM DELANEY DIRECTOR OF INFORMATION SY 40.00 X 167255 0 51001 CLESSON PANG DIRECTOR OF UNDERWRITING 40.00 X 157981 0 29836 ROBERT SHERMAN DENTAL DIRECTOR 40.00 X 170026 0 59310 ROQUE ARANADOR INFORMATION SYSTEMS MANAGER 40.00 X 134633 0 42737 MINNA MARI LEHTI DIRECTOR OF COMPLIANCE 40.00 X 132685 0 23221 CHAD YANO SYSTEM DEVELOPMENT MANAGER 40.00 X 121629 0 27006 CARA NUMASAKI CONTROLLER 40.00 X 119660 0 22833 2001228 0 613894 14 0 1 0 COMMUNITY CASE MANAGEMENT 91-1360 KARAYAN STREET EWA BEACH HI 96706 CARE COORDINATION 1000000 DENTAQUEST 465 MEDFORD STREET BOSTON MA 02129 CLAIM PROCESSING 779726 ACCUITY LLP 999 BISHOP ST 1900 HONOLULU HI 96813 ACCOUNTING SERVICES 178931 BENEFIT PLAN SOLUTIONS INC 680 IWILEI ROAD 528 HONOLULU HI 96817 BROKER 176404 TOWERS WATSON PO BOX 741909 ATLANTA GA 303741909 BROKER 155259 7 RISK SUBSCRIPTIONS EARNED 621300 159942622 159942622 ASC SUBSCRIPTIONS EARNED 621300 27633338 27633338 MEDICAL PARTNERS (WHOLESALE) 621300 17050409 17050409 MEDICAID 621300 3849998 3849998 208476367 3333250 3333250 3000 3000 0 46448940 5000000 45569651 0 879289 5000000 5879289 5000000 879289 MISC. OTHER INCOME 621300 22304 22304 FMG DENTAL INSUR. CONTRACTS (NET) 621300 -351290 -351290 -328986 217359920 213147381 0 4212539 9407108 9407108 177770806 177770806 1322595 398263 924332 5056051 2849396 2206655 1355595 607307 748288 840096 376363 463733 452299 202630 249669 44009 19407 24602 199246 199246 18848 18848 380953 380953 2022027 1835135 186892 142911 142911 548588 302303 246285 362957 205308 157649 618560 332167 286393 76476 33684 42792 43051 43051 109474 61597 47877 236559 194649 41910 ACA & CONNECTOR FEES 1199839 1199839 BROKER COMMISSIONS 984464 984464 OTHER EXPENSE 414086 97238 316848 DUES & SUBSCRIPTIONS 296813 204517 92296 134934 79203 55731 204038345 197161384 6876961 0 42273988 43851568 10192885 12967742 7933068 7822465 5103453 4743760 215672 359693 136039633 142713152 196655246 207714620 10243223 9951276 3263803 3424805 16653862 17664958 30160888 31041039 X 166494358 176673581 166494358 176673581 196655246 207714620 X 13321575 -4611726 1469373 X 0 1 X 1 0 1393370 1352504 40866 2867169 2706316 160853 842914 684940 157974 359693 CLAIMS PAYABLE TO DENTISTS 11564000 REFUNDABLE GROUP SUBSCRIPTIONS 6100958 17664958 FORM 990, PART IV, LINE 12B THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF HAWAII DENTAL SERVICE, HAWAII DENTAL SERVICE FOUNDATION, AND HAWAII CLIENT SERVICES CORPORATION. THE AUDIT COMMITTEE, WHICH CONSISTS OF BOARD MEMBERS, SELECTS THE AUDITORS AND REVIEWS THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS. 1 HAWAII DENTAL SERVICE FOUNDATION 700 BISHOP ST STE 700 HONOLULU HI 96813 990246999 501(C)(4) 9344658 SUPPORT ORGANIZATION MISSION ALOHA UNITED WAY 200 N VINEYARD BLVD HONOLULU HI 96817 990073494 501(C)(3) 10000 PROGRAM SUPPORT AMERICAN RED CROSS HI CHAPTER 4155 DIAMOND HEAD ROAD HONOLULU HI 96816 990073477 501(C)(3) 5000 PROGRAM SUPPORT AMERICAN HEART ASSOCIATION PO BOX 4002030 DES MOINES IA 50340 135613797 501(C)(3) 5000 PROGRAM SUPPORT QUEEN'S HEALTH SYSTEMS - FUND DEVELOPMENT PO BOX 861 HONOLULU HI 96808 990073524 501(C)(3) 5000 SUPPORT ORGANIZATION MISSION JOHN A BURNS SCHOOL OF MEDICINE 651 ILALO STREET HONOLULU HI 96813 990085260 501(C)(3) 5000 PROGRAM SUPPORT CHILD & FAMILY SERVICE 1001 BISHOP STREET SUITE 780 HONOLULU HI 96813 990073483 501(C)(3) 5000 PROGRAM SUPPORT 5 1 PART I, LINE 2: THE PURPOSE OF THE GRANTS AWARDED BY HAWAII DENTAL SERVICE (HDS) ARE REVIEWED AND APPROVED BY HDS CEO EXCEPT FOR GRANTS TO HDS FOUNDATION, WHICH ARE APPROVED BY THE HDS BOARD OF DIRECTORS. HDS FOUNDATION CHAIR REPORTS ON THE USE OF GRANTS TO HDS BOARD OF DIRECTORS. OTHER GRANTS ARE AWARDED TO VARIOUS PUBLIC CHARITABLE ORGANIZATIONS TO SUPPORT THE EXEMPT FUNCTIONS OF THE ORGANIZATIONS AND ARE NOT MONITORED. X X X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 MARK H YAMAKAWA PRESIDENT & CEO 350000 0 0 0 5528 0 68309 0 8030 0 431867 0 0 0 CHERYL TAKITANI-SMITH VP - FINANCIAL AFFAIRS 184735 0 57797 0 0 0 69333 0 14007 0 325872 0 0 0 KATHY FAY VP - OPERATIONS 184769 0 57797 0 400 0 121721 0 10604 0 375291 0 0 0 JIM JOHNSON DIR. OF CLAIMS & CUSTOMER SVC 144673 0 11660 0 0 0 48980 0 16966 0 222279 0 0 0 TOM DELANEY DIRECTOR OF INFORMATION SY 153255 0 14000 0 0 0 40315 0 10686 0 218256 0 0 0 CLESSON PANG DIRECTOR OF UNDERWRITING 146938 0 11043 0 0 0 19421 0 10415 0 187817 0 0 0 ROBERT SHERMAN DENTAL DIRECTOR 159104 0 10922 0 0 0 53004 0 6306 0 229336 0 0 0 ROQUE ARANADOR INFORMATION SYSTEMS MANAGER 125283 0 9350 0 0 0 36759 0 5978 0 177370 0 0 0 MINNA MARI LEHTI DIRECTOR OF COMPLIANCE 123450 0 9235 0 0 0 17232 0 5989 0 155906 0 0 0 PART I, LINE 1A SUPPLEMENTAL COMPENSATION INFORMATION: HDS HOLDS A CORPORATE MEMBERSHIP IN A SOCIAL CLUB IN WHICH THE CLUB REQUIREMENTS DICTATE THAT AN INDIVIDUAL BE IDENTIFIED TO AUTHORIZE TRANSACTIONS. AS SUCH, HDS'S CEO HAS BEEN DESIGNATED AS THE AUTHORIZED INDIVIDUAL. ONLY BUSINESS TRANSACTIONS ARE ALLOWED AND SUBSTANTIATED BY PROPER DOCUMENTATION. DISCRETIONARY SPENDING ACCOUNT: ONLY BUSINESS RELATED TRANSACTIONS ARE ALLOWED AND SUBSTANTIATED BY PROPER DOCUMENTATION. TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: CEO RECEIVES GROSS UP PAYMENTS FOR LIFE INSURANCE PREMIUMS OVER $50,000 AND PARKING OVER INTERNAL REVENUE SERVICE LIMITS. THE PAYMENTS TO THE INDIVIDUALS ABOVE ARE INCLUDED IN THEIR W-2S AS COMPENSATION. PART I, LINE 7 NON-FIXED PAYMENTS: HDS HAS AN INCENTIVE PLAN DETAILING THE INCENTIVE CALCULATION WHEN THE COMPANY ACHIEVES CERTAIN PERFORMANCE STANDARDS AND STRATEGIC GOALS. THE INCENTIVE AMOUNT VARIES EACH YEAR DEPENDING ON PERFORMANCE AND ACHIEVEMENT OF STRATEGIC GOALS. INCENTIVE AMOUNTS FOR OFFICERS ARE APPROVED BY THE BOARD OF DIRECTORS COMPENSATION COMMITTEE WHICH IS DOCUMENTED IN MINUTES. INCENTIVE AMOUNTS FOR MANAGEMENT AND STAFF ARE APPROVED BY OFFICERS. SUSAN LI DIRECTOR 2979923 SEE NOTE A 0 PATSY NANBU DIRECTOR 2979923 SEE NOTE A 0 DAVID TODANI DIRECTOR 706733 SEE NOTE A 0 NORMAN CHUN DIRECTOR 423251 SEE NOTE B 0 JOHN KOTAKE DIRECTOR 388216 SEE NOTE B 0 CASEY TAMASHIRO DIRECTOR 279471 SEE NOTE B 0 JOHN BLACK DIRECTOR 232700 SEE NOTE B 0 CHARLES SUGIYAMA DIRECTOR 220519 SEE NOTE B 0 MASON SAVAGE DIRECTOR 207241 SEE NOTE B 0 SCHEDULE L, PART IV NOTE A - PREMIUMS FOR DENTAL PLAN - EMPLOYER GROUP PURCHASES AN HDS DENTAL PLAN BUT THE DIRECTOR DOES NOT INFLUENCE DECISION MAKING IN PURCHASING THE DENTAL PLAN FROM HDS.NOTE B - DENTIST PARTICIPATING IN HDS NETWORK OFFERING DENTAL SERVICES TO HDS SUBSCRIBERS. FORM 990, PART III, LINE 1 HAWAII DENTAL SERVICE OPERATES TO PROMOTE AND ENCOURAGE THE BETTERMENT OF THE GENERAL MEDICAL AND DENTAL HEALTH OF THE PUBLIC FOR THE COMMON GOOD AND GENERAL WELFARE OF THE COMMUNITY. ITS GOAL IS TO INNOVATE AND CONDUCT PROGRAMS FOR DENTAL CARE AND TO MAKE AVAILABLE, ON A BROAD SCALE, THE BENEFITS OF THE SCIENCE OF DENTISTRY TO MEMBERS OF THE PUBLIC. DENTAL COVERAGE IS AVAILABLE TO THE GENERAL PUBLIC AS HAWAII DENTAL SERVICE MAINTAINS AN ENROLLMENT POLICY THAT IS OPEN TO INDIVIDUALS AND FAMILIES, AS WELL AS SMALL AND LARGE GROUPS. IN ADDITION, HAWAII DENTAL SERVICE PROVIDES FUNDING TO HAWAII DENTAL SERVICE FOUNDATION WHICH IN TURN PROVIDES GRANTS TO ORGANIZATIONS THAT HAVE PROGRAMS IN PLACE TO SUPPORT ORAL HEALTH INITIATIVES IN THE COMMUNITY. FORM 990, PART VI, SECTION A, LINE 6 DESCRIPTION OF ORGANIZATION'S MEMBERS: EFFECTIVE MAY 8, 2014, MEMBERSHIP IS SOLEY AVAILABLE TO DENTISTS WHO HAVE BEEN DULY LICENSED TO PRACTICE IN THE STATE OF HAWAII AND WHO MEET ANY ADDITIONAL REQUIREMENTS CONSISTENT WITH APPLICABLE LAW ESTABLISHED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. APPLICATION IS MADE IN WRITING AND APPROVED BY THE BOARD OF DIRECTORS. MEMBERS MAY AT ANY TIME DEPOSE OR REMOVE FROM OFFICE ANY DIRECTOR, WITH OR WITHOUT CAUSE, EXCEPT AS SUCH REMOVAL WOULD BE CONTRARY TO LAW. FORM 990, PART VI, SECTION A, LINE 7A ELECT BOARD MEMBERS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS SHALL BE COMPRISED OF NON-DENTIST REPRESENTATIVES FROM THE GENERAL PUBLIC AND THE REMAINING MEMBERS SHALL BE MEMBER DENTISTS. DENTISTS AND PUBLIC DIRECTORS RESPECTIVELY ELECT DENTISTS AND PUBLIC DIRECTORS TO THE BOARD OF DIRECTORS FOR A THREE YEAR TERM. FORM 990, PART VI, SECTION A, LINE 7B APPROVAL OF DECISIONS: EFFECTIVE MAY 8, 2014, BYLAWS AND ARTICLES OF INCORPORATION MAY BE ALTERED OR REPEALED, OR NEW BYLAWS AND ARTICLES OF INCORPORATION MAY BE ADOPTED IN LIEU THEREOF, BY ADOPTION OF A RESOLUTION BY THE BOARD OF DIRECTORS SETTLING FORTH THE PROPOSED AMENDMENT AND DIRECTING THAT IT BE SUBMITTED TO A VOTE AT THE ANNUAL OR SPECIAL MEETING OF THE MEMBERS. THE PROPOSED AMENDMENT SHALL BE ADOPTED UPON RECEIVING AT LEAST TWO-THIRDS OF THE VOTES WHICH MEMBERS PRESENT IN PERSON AT THE MEETING ARE ENTITLED TO CAST. THE BYLAWS MAY ALSO BE AMENDED BY AFFIRMATIVE VOTE OF THE DIRECTORS THEN IN OFFICE, WITHOUT FURTHER ACTION BY THE MEMBERS, FOR THE PURPOSE OF CURING AMBIGUITIES, CORRECTING OR SUPPLEMENTING DEFECTIVE OR INCONSISTENT PROVISIONS, OR ENABLING THE CORPORATION TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. FORM 990, PART VI, SECTION B, LINE 11 APPROVED COPY OF FORM 990: THE RETURN IS THOROUGHLY REVIEWED BY THE CONTROLLER PRIOR TO FINAL REVIEW WITH THE VP-FINANCIAL AFFAIRS AND PRESIDENT. A COPY OF FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C WRITTEN CONFLICT OF INTEREST POLICY: THE HDS COMPLIANCE PROGRAM CONTAINS THE HDS CONFLICTS OF INTEREST POLICY. EMPLOYEES AND DIRECTORS OF HDS ARE REQUIRED TO COMPLETE THE CONFLICTS OF INTEREST DISCLOSURE STATEMENT AND CERTIFICATION ANNUALLY. HDS COMPLIANCE DEPARTMENT REVIEWS THE ANNUAL CONFLICTS OF INTEREST DISCLOSURE STATEMENT AND CERTIFICATIONS AND REPORTS POTENTIAL CONFLICTS OF INTERESTS TO THE HDS BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ARE NOT ALLOWED TO PARTICIPATE IN DELIBERATIONS OR VOTE ON ISSUES/TRANSACTIONS WHICH THEY HAVE A CONFLICT OF INTEREST NOR ARE THE HDS EMPLOYEES ALLOWED TO PURSUE A TRANSACTION OR ARRANGEMENT THAT CONFLICTS WITHOUT PRIOR APPROVAL. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION: COMPENSATION FOR THE CEO AND OFFICERS ARE DETERMINED BASED ON ADVICE FROM AN INDEPENDENT COMPENSATION CONSULTANT WHO USES DELTA DENTAL PLANS ASSOCIATION AND HAWAII EMPLOYERS COUNCIL COMPENSATION SURVEY INFORMATION FOR COMPARABLE POSITIONS. OFFICER COMPENSATION IS APPROVED BY THE BOD COMPENSATION COMMITTEE. AMOUNTS ARE DOCUMENTED IN MINUTES AND HUMAN RESOURCE DEPARTMENT RECONCILES THE PAYMENT AT END OF EACH YEAR. COMPENSATION FOR MANAGEMENT AND STAFF POSITIONS ARE EVALUATED AND DETERMINED BASED ON HAWAII EMPLOYERS COUNCIL SURVEYS AND APPROVED BY THE PRESIDENT AND CEO ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 TAX RETURNS AND OTHER REQUIRED DOCUMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN ACCRUED POSTRETIREMENT LIABILITIES 1,469,373. HAWAII DENTAL SERVICE FOUNDATION 700 BISHOP STREET SUITE 700 HONOLULU HI 96813 990246999 ORAL HEALTH SUPPORT HI 501(C)(4) N/A N/A 1 HAWAII CLIENT SERVICES CORPORATION 700 BISHOP STREET SUITE 710 HONOLULU HI 96813 452740308 ADMIN SERVICES HI HI DENTAL SCVS C -14362 833416 1.00000 1 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 HAWAII CLIENT SERVICES CORPORATION A 3000 CASH HAWAII DENTAL SERVICE FOUNDATION B 9344658 CASH HAWAII CLIENT SERVICES CORPORATION O 176001 CASH HAWAII CLIENT SERVICES CORPORATION Q 201721 CASH